STAR GROUP, L.P. — Director's Dealing 2006

Apr 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAR GAS PARTNERS LP (SGU)
CIK: 0001002590
Period of Report: 2006-04-28

Reporting Person: Vermylen Paul A Jr (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-04-28	Common Units	X	30605	$2.00	Acquired	30605	Direct
2006-04-28	Common Units	S	30605	$2.43	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-28	Subscription Rights (right to buy)	$2.00	X	30605	Disposed	2006-04-25	Common Units (30605)	Direct

Footnotes

F1: Prior to the reporting person becoming a Section 16 insider, the reporting person exercised in-the-money subscription rights to purchase 0.6121 of a Common Unit for each Common Unit then owned by the reporting person in a rights offering by the Issuer to all holders of Common Units. The closing of the rights offering did not occur until April 28, 2006.

F2: On April 26, 2006, the reporting person contributed these Common Units to Kestrel Energy Partners, L.P., a private equity investment firm formed by the reporting person and other investors ("Kestrel"), in exchange for additional membership interests in Kestrel.

F3: Represents the closing price of the Issuer's Common Units on April 26, 2006, the effective date of contribution of the reporting person's Common Units to Kestrel.